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| 7. |  | **DELIVERY** |
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| 7.1 |  | **Delivery** |
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|  |  | Subject to satisfaction (or waiver or deferral with the agreement in writing of the relevant
Seller) of the Seller Conditions Precedent in respect of any Aircraft, the Seller of such
Aircraft shall tender such Aircraft for Delivery and effect the transfer of all of such
Seller’s right, title and interest in and to such Aircraft to the relevant Purchaser on the
applicable Delivery Date by execution and delivery of a Bill of Sale in respect of such
Aircraft to the relevant Purchaser. Simultaneously with the delivery of a Bill of Sale in
respect of such Aircraft, all of the relevant Seller’s right, title and interest in and to
such Aircraft (including the relevant Aircraft Documents) will pass from the relevant Seller
to the relevant Purchaser but the relevant Purchaser acknowledges that each Aircraft
(including the relevant Aircraft Documents) will, upon and following such transfer of title,
remain in the possession of the relevant Lessee and the relevant Seller shall not be obliged
to give or effect physical delivery of any Aircraft (including the relevant Aircraft
Documents) to any Purchaser. **Provided that** the Purchaser Conditions Precedent in respect of
an Aircraft have been satisfied (or waived by the relevant Purchaser), the relevant
Purchaser shall execute and deliver to the relevant Seller on the applicable Delivery Date
an Acceptance Certificate in respect of such Aircraft, which shall be conclusive evidence
(as between the relevant Purchaser and the relevant Seller) of the matters therein stated. |
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| 7.2 |  | **Delivery Date** |
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